8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 31, 2021

Axos Financial, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37709	33-0867444
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

 9205 West Russell Road, STE 400, Las Vegas, NV                    89148

(Address of principal executive offices)                        (zip code)

Registrant’s telephone number, including area code: (858) 649-2218          

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $.01 par value	AX	New York Stock Exchange

Not Applicable

(Former name or former address, if changed since last report.)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐                                    Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01     Other Events.

On March 31, 2021, Axos Financial, Inc. (the “Company”) completed its previously announced redemption of all of the issued and outstanding $51 million 6.25% Subordinated Notes due 2026 (the “Notes”). The Notes (NYSE: AXO) were redeemed by the Company at 100% of their principal amount, plus accrued and unpaid interest, in accordance with the terms of the indenture governing the Notes.

A copy of the press release announcing the completion of the redemption is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Notes no longer trade on the New York Stock Exchange (“NYSE”) after the redemption.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit	Description
99.1	Press Release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Axos Financial, Inc.
Date:	March 31, 2021	By:	/s/ Andrew J. Micheletti
			Andrew J. Micheletti
			EVP and Chief Financial Officer

EX-99.1

Axos Financial, Inc. Completes Redemption of Subordinated Notes

6.25% Notes due February 28, 2026 redeemed on March 31, 2021

SAN DIEGO, CA – (BUSINESSWIRE) – March 31, 2021 – Axos Financial, Inc. (NYSE: AX) (“Axos” or the "Company”), parent of Axos Bank (the “Bank”), announced today that the Company redeemed (the “Redemption”) all of the issued and outstanding 6.25% Subordinated Notes due February 28, 2026 (the “2026 Notes”). The 2026 Notes (NYSE: AXO), with an aggregate principal amount of $51 million, were redeemed on March 31, 2021 (“Redemption Date”) at 100% of their principal amount, plus accrued and unpaid interest. The 2026 Notes no longer trade on the New York Stock Exchange (“NYSE”) after the Redemption Date.

The redemption was principally funded with the proceeds from the issuance of $175,000,000 aggregate principal amount of the Company’s 4.875% Fixed-to-Floating Rate Subordinated Notes due 2030 which was completed September 18, 2020.

The redemption of the 2026 Notes will reduce the Company’s future interest expense by approximately $3.2 million annually.

For more information regarding the Redemption, please contact the Company’s trustee, U.S. Bank, at 1-800-934-6802.

About Axos Financial, Inc. and Subsidiaries

Axos Financial, Inc. is the holding company for Axos Bank, Axos Clearing LLC and Axos Invest, Inc. Axos Bank is a nationwide bank, with approximately $14.4 billion in assets, that provides consumer and business banking products through its low-cost distribution channels and affinity partners. Axos Clearing LLC and Axos Invest, Inc., provide comprehensive securities clearing services to introducing broker-dealers and registered investment advisor correspondents and digital investment advisory services to retail investors, respectively. Axos Financial, Inc.’s common stock is listed on the NYSE under the symbol “AX” and is a component of the Russell 2000® Index, the KBW Nasdaq Financial Technology Index, and the S&P SmallCap 600® Index. For more information on Axos Bank, please visit axosbank.com.

Forward Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including without limitation statements relating to Axos’ financial prospects and other projections of its performance, specifically the redemption of the Notes. These and other risks and uncertainties detailed in Axos’ periodic reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those expressed or implied in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and Axos undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.

Contact:

Johnny Lai, CFA

VP, Corporate Development and Investor Relations

Axos Financial, Inc.

Phone: 1-858-649-2218

Email: jlai@axosfinancial.com

XML

Cover Page	Mar. 31, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 31, 2021
Entity Registrant Name	Axos Financial, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37709
Entity Tax Identification Number	33-0867444
Entity Address, Address Line One	9205 West Russell Road, STE 400
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89148
City Area Code	858
Local Phone Number	649-2218
Title of 12(b) Security	Common stock, $.01 par value
Trading Symbol	AX
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001299709
Amendment Flag	false